Decision relative to the merger of Hoosac Financial Services, Inc., North Adams, Massachusetts with and into Williamstown Mutual Holding Company, Williamstown, Massachusetts
By the Division of Banks
Hoosac Financial Services, Inc. ("Hoosac" or the "Petitioner"), North Adams, Massachusetts has petitioned the Division of Banks (the "Division") to merge with Williamstown Mutual Holding Company. ("Williamstown MHC"), Williamstown, Massachusetts under the provisions of General Laws chapter 167H, section 7, clause 3. Under the terms of the transaction Hoosac will merge with and into Williamstown MHC under the name of MountainOne Financial Partners, MHC ("MountainOne MHC"). This multi-step transaction would result in MountainOne MHC controlling two state-chartered savings banks, Hoosac Bank, North Adams, Massachusetts and Wiiliamstown Savings Bank ("Williamstown Savings"), Williamstown, Massachusetts. The applications for Williamstown MHC and a mid-tier stock holding company being formed in connection with this transaction to become bank holding companies under General Laws chapter 167A are matters before the Commonwealth's Board of Bank Incorporation (the "Board"). The proposed structure of the transaction as originally contemplated was changed for the reasons provided to the Division in a letter dated March 11, 2002.
Notice of the petition by Hoosac was published as directed thereby affording opportunity for interested parties to submit comments. The period for filing comments expired on December 14, 2001. The Division reviewed the application, comments received at the public hearing and all related documents to consider whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage including net new benefits would be promoted by approval of the proposed transaction. The record of performance under the Commonwealth's Community Reinvestment Act ("CRA"), General Laws chapter 167, section 14 and its implementing regulation 209 CMR 46.00 et seq. by the banks involved in the transaction also were factors considered by the Division.
Hoosac was organized in March 1998 upon the reorganization of Hoosac Bank into a mutual holding company structure. Hoosac's primary business is as the holding company of Hoosac Bank. It has several subsidiaries including one engaged as an insurance broker specializing in property and casualty insurance and one engaged as a broker-dealer registered with the National Association of Dealers, Inc. Hoosac Bank operates from its main office and one branch office in Williamstown. At December 31, 2001 Hoosac Bank had assets of approximately $270 million. As the subsidiary banking institution of a mutual holding company, it is a stock savings bank.
Williamstown MHC will be the parent company upon the reorganization of Williamstown Savings Bank into a mutual holding company structure. Williamstown Savings operates from its sole banking office in Williamstown. At December 31, 2001 Williamstown Savings had assets of approximately $165 million. As the subsidiary banking institution of a mutual holding company, it will be a stock savings bank.
The applications and supporting documents have established an extensive record on this petition which has been reviewed in light of the statutory provisions and policies of the Division. The Division considers whether the merger will promote public convenience and advantage, including a showing of net new benefits, and will it unreasonably affect competition among banking institutions.
The record of performance under CRA by the subsidiary banks in a holding company transaction is also a consideration by the Division. For financial institutions not directly under the jurisdiction of the Commonwealth, the Division initially looks to the publicly available descriptive rating and evaluation by a federal or another state's banking regulatory agency. Such review for state-chartered banks such as Hoosac Bank and Williamstown Savings includes examination by personnel of the Division as well as analysis of concerns received from a bank's community and a bank's response to those concerns fairly raised. The Division has noted that Hoosac Bank and Williamstown Savings each has a "Satisfactory" rating in their most recent examination of performance under CRA.
Based on the record on this matter considered in light of all relevant statutory and administrative requirements, the Division finds that competition among banking institutions will not be unreasonably affected, that public convenience and advantage will be promoted by consummation of the merger, and that the records of performance under CRA by the banks involved in this transaction are consistent with its approval. Therefore, in accordance with these findings and pursuant to the statutory authority cited herein, the Division hereby approves the merger of Hoosac Financial Services, Inc with and into Williamstown Mutual Holding Company under the name of MountainOne Financial Partners, MHC.
This approval is subject to the condition that neither MountainOne Financial Partners, MHC nor the mid-tier holding company owned by it shall issue any securities known generally as Trust Preferred Securities, either individually or on a pooled basis, without having provided the Division thirty days notice prior to its entering into any agreement relative to such issuance. This condition may be modified or rescinded at any time by the Division. This approval is further subject to the condition that all related transactions are completed within one year of the date of this Decision.
| April 25, 2002 Date | Thomas J. Curry Commissioner of Banks |